Beautiful Stranger
by cassy1994
Summary: what if there were two omnitrixes? what if the second one was owned by a girl? what if her and ben became best friends? what if the went to a masquerade together... or sort of? find out! anonymous reviews welcome, as are flames. ben/oc


(This is actually a story my friend wrote. I decided I would put it on ff because she refused to... oh well, hope you all enjoy.)

Beautiful Stranger

Mel was sitting at a table, staring at the screen of the laptop sitting on the tabletop before her.

"There's got to be something here," she said using the mouse pad to scroll down the page. "Anything at all."

"May I suggest a specialty shop website?" the voice came from the computer itself.

"That might be where I can find it, but I want to try this site first. They are supposedly famous for their wide selection; but if I can't find it here, I'll try next." Mel told the computer, whom she had named C.A.M. (short for Chemically Altered Mastercomputer).

She scrolled the site some more. However, the book she was searching for didn't appear on the page.

"Darn it," Mel said, clicking in the address bar on the screen. "I was really hoping they would have it. If I find it on a specialty shop website, it'll probably cost a fortune."

"You do have the money from your last birthday," C.A.M. Said.

"Yeah, but I wanted to use that for something else," Mel said, typing '' into the address bar.

A dark blue homepage flashed onto the screen. Neon green letters flashed at the top.

_Welcome to _, they said. _Your specialty book store website. Great for gifts._

Mel sighed and clicked on the search bar. She typed 'Sicily Spellbook' into the bar. Suddenly, she jumped as a phone on the computer rang.

The screen turned black, and a picture of a hung up phone appeared. The words 'Ben Tennyson" appeared under the phone.

"Answer," Mel said.

The phone disappeared, and it was replaced with a green headset.

"Hey, Ben," Mel said clicking the minimize button on the screen. The black screen disappeared, and the website reappeared.

"Hey, Mel," Ben said. "I called to ask you a question."

"What?"

"Okay, so you know how there's that masquerade ball at our school this Friday?"

"Yeah."

"Well, are you going?"

"I don't know. I probably will. I just need to find a disguise."

"When you do, will you tell me what you are?"

"Why would I do that? It would be a real test. How well do you know your best friend?"

"Ha. Well, I'm going. But I think I'll do the same thing. How well do you know me?"

"Cool. So maybe I'll see you there?"

"Yep. Okay, see you, Mel."

"Bye, Ben."

Mel maximized the blacked screen and said, "Hang up."

The black screen disappeared. Mel began to scroll the website screen. Finally, she found what she was looking for.

Among the list of titles related to Sicily Spellbooks, she finally found a picture of the book she was looking for.

It was a book bound in dark blue silk. It had golden words etched to the cover. The words said The Sicily Spellbook in spidery letters.

Mel checked the amount of copies left.

"Oh my gosh!" she said. "There's only one copy left!"

Then she thought.

"Well," she said. "There are only three copies in the whole world."

Quickly, she clicked on the book and clicked the luminous BUY button.

A small window popped up. THANK YOU, it said. YOUR PUCHASE HAS BEEN ACCEPTED. PLEASE FILL OUT THE INFORMATION ON THE PUCHASE PAGE.

Mel click the OK button and went to the Purchase Page. She filled out the information about where she lived and her name and everything, then she clicked ok.

After she made that purchase, she decided to surf the web a bit. Somehow, she ended up on another buying site.

Then she saw it.

Under clothing, she saw something that made her gasp. Immediately she bought it.

_It'll be perfect for the masquerade ball._

VHVHVHVHVH

Later on, Mel lay in bed, thinking. Now that she had the perfect outfit for the ball, all she needed was a mask. And she thought that she knew where she could get one.

The next day (Wednesday) after school, she walked into a Halloween costume store.

She walked to the counter and up to the cashier. The cashier was a bored-looking girl with orange hair and a nametag that said HELLO, MY NAME IS _Ivy_.

"Hi," Mel said. "Can I see your masks?"

"Yeah, whatever," the girl said with a sigh. She pulled a box out from under the counter. She tossed the box on the counter and blew a bubble with her gum. "That's all we got, though. They seem really popular lately."

Mel dug through the box. She finally found the perfect mask, right at the bottom.

"I'll take it," she said, slapping it on the counter.

VHVHVHVHVH

Later that day, the outfit she had bought arrived at her house. The man had her sign paper, and then her took her money.

"I saw what you bought before they put it in the box," he said as he put the money away. "Is it for a dance?"

"Yeah," Mel said, taking the box and setting it down in the hallway.

"Got a cute date?"

But before Mel could answer, she saw something in the street. Mouth open, she watched a large black and blue bug-like creature flying just before a large robot, which was firing lasers at it.

"Excuse me," Mel said, stepping past the man. She slammed the door of her house and fled toward the chase.

As she did, she thought hard.

_Elebug._

After she did, she began to transform.

Her body became small and smooth. Her color changed, from red to yellow to blue to light blue to gray to black to green to blazing white and back to red again. She was a small elemental beetle!

She beat her wings fast, closing in on the robot.

Ben was backed into a corner.

The robot was closing in, and he was trapped between it and a large building at the end of a street.

He quickly looked for a way out, but there was none. "Help!" He cried.

But suddenly, the robot stopped.

It began to claw at its chest, as if there was something within that it could not get to.

Suddenly, a bright flash of white light burst forth from its chest. Then another, closer to its legs. Then another. And another. Until the robot fell its body torn to shreds by the powerful burst of light .

Just before the robot exploded, a small beetle flew quickly from it, right into Ben's chest.

The robot exploded, thrusting Ben backward, into the building. The beetle was crushed in his grasp as this happened.

"No!" Ben said, getting to his feet and holding his fist up.

He was almost afraid to do so, but he opened his fist. And laughed.

In his palm was the beetle, perfectly fine, in a solid gray stone form.

"You're okay!" he said with a smile.

The beetle's rock shell then melted. It buzzed.

Then it hopped from his palm to the ground, where it transformed back into Mel.

"I figured that would happen, so I transformed right before I hit your chest," she said. "That's why I was okay."

"Quick thinking."

"Thank you."

"So," Ben said. "Got your disguise yet?"

"Yeah," Mel said. "Even the shoes. I got everything today. I can't wait!

VHVHVHVHVH

That Friday, Mel walked into school. Just as she did, Ben's orange-haired cousin, Gwen, ran up to her.

"Hey, Mel," Gwen said. "I heard that you're going to the ball."

"Yeah," Mel said, twiddling the dial on her locker.

"Ben told me you wouldn't tell him what you are going as."

"That's right."

"Can I know?"

"Hmm... I guess so, as long as you don't tell Ben. I want it to be a secret."

"Okay, I promise."

"How about you come to my house after school? I'll show you the outfit there."

"Okay," Gwen said as Mel pulled out her books. "See you then."

"See ya."

After school that day, Gwen walked up to Mel's front door.

Immediately when she stepped on the welcome mat, a large dome-shaped piece of equipment dropped down above her. A flat screen appeared before her.

A small string with a suction cup attached to her forehead.

"State full name and true intentions," the voice from the screen said.

"Gwendolyn Tennyson," Gwen said. "I'm here to see Mel."

"Accepted."

The machine and string disappeared, and Gwen heard the door unlatch.

"Paging Mel," the voice said.

"Hello?" Mel's voice said a minute later.

"Hey, Mel," Gwen said. "It's me."

"Hey, Gwen, come in."

The door clicked open, and Gwen stepped in.

"I'm in the TV room," came Mel's voice from down the hall.

Gwen walked down to the open door.

There was a large couch in the middle of the room. A flat screen TV stood against the wall. Odd pieces of equipment, all of which obviously had a deeper purpose, stood all around the room.

"Hey."

Mel was sitting at a desk. A lamp stood next to her, lighting the desktop. Papers were strewn all around. A light blue and red mug held pens and pencils. C.A.M. sat next to Mel, his desktop up.

"I suppose you're here to see the outfit for the ball?" Mel said, standing up.

"Yeah, I'd like to," Gwen said.

"Okay, let me go get it."

Mel walked past Gwen and, a few seconds later, Gwen heard her running up the steps.

A few minutes later, Mel returned with a box in her arms.

"This is it," Mel said, setting the box on the floor.

She reached into the box and pulled out a dress. It was a light blue color. Sparkles were etched into the material. The bottom was like a traditional Cinderella dress, with a large hilt. The sleeves were long, with silver ridges at the ends. The neck of the dress had a silver edge, as well.

Gwen gasped. The dress was beautiful. Gwen could easily imagine Mel looking exactly like Cinderella in it.

"It's gorgeous, Mel," Gwen said, walking over to stroke the fabric.

"There's more," Mel said, reaching into the box again.

This time, she pulled out a pair of shoes. They were high-heeled strap shoes and were a light blue, the same light blue as the dress. They had a strap with silver sequins at the front.

"And this," Mel reached into the box one last time.

This time, she pulled out a light blue mask with silver glitter lining the edges. The mask had cat-like eyeholes and covered the nose. It was plastic, but it had a lining of light blue silk over it.

"Oh, Mel," Gwen said, picking up the shoes. "It's all so beautiful. I'm sure Ben will be amazed when you tell him after the ball."

"Oh, I don't intend on telling him." Mel said.

"What?" Gwen said, putting down the shoes. "But then, how will he find out?"

"He'll have to find out on his own, I guess."

"Oh, come on," Gwen said with a smile. "Remember who we're talking about."

"I can't believe the ball is already tonight!" Mel said, folding the dress. "I wonder what'll happen there."

VHVHVHVHVH

That night, Mel walked up the school door with Gwen. She hadn't changed yet, because if she saw Ben before she had her mask on, the whole thing would be blown. So she had her box with her, and she was going to change in the bathroom.

When she got there with Gwen, who was going to help her change, she saw that lots of people had already arrived and were entering the room.

This included the nastiest, most popular girl at the school, Haylee.

She had long blonde hair, which she claimed was naturally curly, and always wore lots of makeup. She was clutching the arm of the football player named A.J. But everyone knew she had a major crush on Ben, and her favorite hobby was trying to take him away from Mel when Her and Ben were hanging out together and she saw them.

She was wearing a tight bright pink dress and long golden jewelry. She was laughing hilariously at something A.J. Had apparently just said.

When she saw Mel, she smiled evilly and clutched A.J.'s arm tighter.

"No date, Mel?" she said evilly. "How sad."

With her nose in the air, she pushed her way past Mel and Gwen and entered the auditorium, where music was playing loudly.

"Come on, Mel," Gwen said, grabbing Mel's arm. "Let's get you to the bathroom to change."

Mel let herself be guided to the bathroom.

On the other end of the gym, Ben was standing, surrounded by some soccer buddies. He was dressed literally as Prince Charming, with the silk red tuxedo-like outfit and the shiny black shoes. His mask was in his pocket, but he put it on as he gazed around.

He was standing on his toes, trying to see over his friends' heads to the crowd.

"Hey, Ben, who are you looking for?" one of Ben's friends, Jet, said.

"Oh, no one in particular," Ben said. But he continued to search.

After about half an hour, an announcement blared over the speakers by the DJ.

"Okay, I have been told that, in five minutes, we're going to get a special guest. So I'm preparing them a special treat for a welcome."

Ben wondered who that could be.

Five minutes later...

Ben was standing be the side of the dance floor. He had turned down Haylee's offer to dance five times, and he was just trying to avoid her again when a spotlight appeared on the steps above.

He looked up, and gasped.

A fantastic-looking girl was walking down the steps.

She wore a long light blue dress. A light blue silk mask covered her face. Blue shoes guided her way down the steps. Light blue gloves reached halfway to her elbows.

She had dark brown hair, which was tightly curled. She had dark red lips.

Ben watched as she came to the bottom of the steps.

She smiled around...

And spotted him.

As the music continued and people around them started to dance again, she walked up to him and smiled.

"Hello," She said gracefully.

"Uh, hi," Ben said. "Have we met before?"

"We have," the girl said. "Many times."

"You'd think I'd recognize you, then," Ben said, gazing into her bright, blazing blue eyes.

"I recognize you," the girl said.

"W-Would you like to dance?" Ben asked nervously.

A few feet away, Gwen peeked around the stairs. She saw Mel take Ben's outstretched hand.

"Yes!" She hissed.

Then she felt a tap on her shoulder.

When she turned, she was shocked to see a whole line of boys behind her, all looking hopeful.

Recalling the slow dance moves that Gwen had taught him so many years ago, Ben stepped around the dance floor with the beautiful stranger. She smiled at him, and he felt his heart melt. Who was this gorgeous girl who had caught his heart? He had no idea.

"Who are you?" he whispered to her.

"I'm so sorry," the girl said. "But I can't tell you that."

Ben's eyes traveled to her neck. A glint of gold had caught his eyes.

"Wait," he said. "That-that necklace."

"What neck-," the girl said, looking down at it.

She gasped.

"Oh my gosh," she said.

She suddenly broke free from Ben's arms and dashed away.

"Wait!" Ben called after her. "Where are you going?"

" I have to leave," the girl called back. "I'm sorry. Maybe we'll meet again."

When she had gone, Gwen walked up to Ben.

"Well, how'd that go?" she asked.

"I don't know," Ben said, staring at the spot that the girl had disappeared. "After I noticed her necklace, she said she had to go, and she ran off."

"What was the necklace?" Gwen asked, beginning to understand what had happened. She dragged Ben off to the side of the dance floor.

"It was," Ben said, thinking. "Gold, with a horse rearing up for the charm."

"And... have you seen this necklace before? Like, um, oh, I don't know, maybe...when you gave it to _someone_ as a going-away gift after the summer when you were ten?" Gwen asked.

"I..." Ben said.

Then it hit him.

"Mel..." Ben said softly.

"What was that?" Gwen asked.

"It was...it was Mel..." Ben said, a little louder. "I can't believe it."

"Wow, that didn't take very long," Gwen said with a laugh. "A lot shorter than I thought it would."

"What are you talking about?"

"I knew it was her the whole time! She told me not to tell you, though. She wanted to see if you could figure it out on your own."

"Well, I did. But I wish she hadn't run."

"Oh, well."

"Now that I think about it, that's probably why she was wearing light blue, and the gloves. She likes blue, and the gloves concealed her Omnitrix! Oh my gosh, I can't believe I didn't figure that out sooner!" Ben said.

"Yeah, that's kind of weird. But at least you figured it out," Gwen said.

VHVHVHVHVH

The next day, Ben called Mel.

"Hey," he said when she picked up.

"Hi, Ben," she said. She didn't know he had figured it out, so she pretended like everything was normal, everyday stuff.

"I need to tell you something," Ben said.

"What?"

"Well, um, when I was at the ball last night, they said that they were going to have another one soon, probably next Friday. Do you think that you'll come? 'Cause I'm going."

"I probably will. Did you see me last night?"

"Um, I don't think so. What were you?"

"I still can't tell you. But I will tell you this: I'm going to be the same thing next week."

"Okay, that helps. See ya around?"

"Yep, see ya."

"Bye."

"Bye, Ben."

Mel hung up the phone.

_If only he knew._

VHVHVHVHVH

Next Friday, after school, Mel went into her closet and pulled out the box with her dress. With a sigh, she carried it into the TV room and set it on the couch. She stood there for awhile, just staring at it and thinking.

"I better remember not to wear my necklace to the ball tonight," Me said. "Or Ben's going to recognize me for sure."

_I need a break, _she said to herself.

So she decided to go for a nice, relaxing fly around town.

She left the house, leaving instructions for C.A.M. to call Ben if anything befell upon the house while she was gone.

As soon as she left the house, she thought.

_Icebeak._

Instantly, she turned into a large light blue bird with light blue and red feathers rimming her wings. Light blue feather-like antenna stuck from her head. Light blue and red feathers made up her short tail.

With a cry, she lifted into the air and soared over the nearest building. She flew over the buildings of Bellwood, crying out joyfully.

But something interrupted her joyful flight.

She suddenly felt a stinging pain in her side. She turned to look and just managed to duck as a fiery red laser short right at her face. She fell into a dive, rolled over, and came up behind the robot that had shot at her. It wasn't fast enough to react to her action. She fired an icy beam of light right at the back of the robot.

But just as that robot fell to the concrete below, five more flew in. Then ten more. Then twelve. Then twenty. Until almost one hundred surrounded Mel!

Mel twisted in the air and fired a beam of light at the nearest three robots. They spiraled to the ground, but two more came after Mel. She raced to escape them, but they followed her every move.

She suddenly took a sharp dive. She flew straight at the concrete roof of a skyscraper. Just when she was feet from her certain death, she changed direction and flew straight up and past the robots that followed her. They weren't enough, so they crashed headfirst into the concrete roof.

But the robots weren't disappearing fast enough. Mel needed help.

And help came.

In the form of a large green plant with a flaming head and a nauseous smell.

"Heads up!" it called, leaping off of the nearest building.

It fired a blast of fire, which took out five robots at once.

Mel flew to the alien. With a nod, she turned and flew into the sky to take out some more aliens.

With her beak, she pecked out four robots. She fired balls of icy energy at more.

Swampfire and Icebeak worked together, destroying the robots and taking minimal damage.

Finally, all of the robots lay in a smoking wreckage.

"Nice job," Ben said in a growling voice.

Mel cawed in response.

She landed on the street and, with a flash of green light, turned back into a human.

"That was tough," Mel said to Ben, who had just walked up to her. "But what I don't understand is where those things came from."

"Probably some idiot who wanted the Omnitrix," Ben said, squinting into the sky.

"Yeah," Mel said, squinting up, too.

Ben looked at her.

_I can't believe she's the girl. I mean, how could I be...falling for...my best friend?_

"So, um," Ben said. "I...didn't see you at the ball. Where were you?"

"Oh, I was...I was...I didn't dance. I was hanging around by the food table almost the whole time,"Mel said.

She was avoiding his eyes.

"But how come I didn't see you there when I went over there?"

"Oh, I might've been...in the bathroom or something."

"Oh, okay," Ben said, avoiding Mel's eyes.

**Author's Note: Is it just me, or do you find it a bit strange that Mel knows who Ben was and Ben knows who Mel was, But neither one of them knows that the other one knows what they know? If that makes sense.**

Mel sighed and said:

"Well, I probably should be getting home. C.A.M. is probably freaking out. If I don't get there, he might blow a circuit."

"Okay," Ben said. "See ya around?"

"Yeah, see ya."

Mel turned into the small beetle and flew off.

Ben looked after her. He sighed.

_I can't believe it but,_ he thought. _I think I..._

But he stopped himself there. He couldn't finish the thought. It was just too weird.

VHVHVHVHVH

Later on, Ben was digging through his closet for his outfit for the ball that night. It was about 6:00, and he had been talking to Mel like everything was normal all week, while all the while he was building up the courage to confront Mel with what he knew. Well, now he was finally ready.

He took out his Prince Charming outfit and his mask. He looked out his window, at the bright blue sky.

_I wonder if the moon, sky, and stars will look the same after I admit how I feel to Mel._

Then another thought occurred to him.

_What if she doesn't feel the same?_

But he shoved this thought aside and continued getting ready for the ball.

Meanwhile, Mel was also looking out her window. She couldn't believe the ball would start in only one hour. She was finally ready to tell Ben what she knew.

_I wonder...does Ben...feel the same?_

**Author's Note: This is so sweet, isn't it?**

A little later, Mel put on the dress and her shoes. She looked at herself in the mirror as she put on the mask. She smiled at herself. She must have a positive attitude.

Meanwhile, Ben was talking to Gwen on the phone.

"Okay, so you're Prince Charming..." Gwen was saying.

"Yeah," Ben said. "And, Gwen? Can I tell you something?"

"What?"

"I think I...I think I have a crush on Mel."

There was silence on Gwen's end.

"Gwen? Are you still there?"

"Yeah, I'm still here."

"What do you think?"

"What do I think? I _think_ that Mel likes you! I mean, can't you see it when she looks at you? She's crazy about you, Ben."

It was Ben's turn to be silent.

"Wow." He finally said.

"Yeah, um, I gotta go. See ya later?"

"Yeah, bye."

"Bye, Ben."

_Finally._

VHVHVHVHVH

At the dance, Mel stood in the bathroom, trying to gain some confidence.

"Come on, Mel," she said to her reflection. "It's just Ben. It's not like he's going to laugh at you or anything. Have some confidence, would ya?"

But she still didn't feel very good.

**Author's Note: If it seems like I'm avoiding Ben and Mel's meeting, I sort of am. But not for long.**

Meanwhile, Ben was, once again, standing by the side of the dance floor, but this time, all of his friends were busy dancing with gorgeous girls, leaving Ben all alone.

And Prey #1 for Haylee.

"Hi, Ben," She said sweetly, sliding right up to him and grabbing a cupcake.

"Oh, hi, Haylee," Ben said absentmindedly, gazing out over the dance floor for you-know-who.

"So, um, since you're all alone and everything, do you want to dance with _me_?"

"What about A.J.?"

"Oh, don't worry about him. He won't mind a bit of competition over me."

_Man,_ Ben thought. _This girl is really conceited. It just makes me like Mel even more. I'm so glad she's not snotty or jerky._

"Um, sorry, Haylee, but I'm kind of waiting for someone."

"Oh, that's okay, since she's not here yet. And I'm sure I'm sooo much better than whoever you're waiting for."

"Uh, I'm pretty sure you aren't."

"Oh come on, you know you don't mean that."

Ben could tell that Haylee was getting pretty upset.

"I think I do. And by the way, leave me alone."

And he walked away, leaving a very hurt and confused Haylee, steaming with anger behind him.

Ben moved all the way around to the other side of the dance floor, closer to the exit.

Suddenly, he saw the blue-dressed girl emerge on the stairs. But this time, there was no special welcome. Apparently, one hadn't been set up.

The girl (who we all know was Mel) stepped lightly down the stairs. As she came toward the bottom, Ben pushed his way through the crowd.

"Excuse me, sorry, excuse me, gotta get over there, sorry..."

Just as the girl reached the bottom, Ben emerged from the crowd.

Mel looked through her mask, spotted the masked boy that she knew was Ben, and, with a smile, she walked over to him.

"Hello again," she said. "Do you still not know who I am?"

"Uh, I can guess, but I'm not entirely sure," Ben lied.

"Well, I'm sure you'll know soon," Mel said.

"I think it's about time I took this off," Ben said, reaching up to remove his mask.

He pulled it off, and his entire face was exposed.

"I'm Ben Tennyson," he said nervously. "Did you know that?"

"Yes," the girl said, and Ben knew that she wasn't lying. She was truthful.

"Who are you?" Ben whispered to her.

"Guess," the girl said.

There was a pause.

Then Ben whispered,

"Mel? Is that you?"

The girl just smiled. Then she looked down, reached up to her face, and pulled off her mask. Her hair, which was curled again, bounced as she removed the mask from it.

Mel looked up at Ben with a smile.

"Yes, Ben," she said, gazing into his eyes. "It's me."

Ben gasped.

"I was right," he said incredulously.

"And I was right about you," Mel said. "I knew you would figure it out eventually."

"I'm not completely helpless," Ben said.

They both laughed nervously.

"Well, what now?" Mel asked him.

While they were talking, Gwen conjured up her magic. She lifted a small branch of a holly-like plant into the air, raised it above Mel and Ben's heads, and attached it to the overhang above them.

"Look," Ben said, looking up himself.

Mel looked.

"M-Mistletoe?" She said. "I-It's not even Christmas."

But when she looked down, Ben was looking at her. But not like he usually did, not like she was his hero.

Like she was...like love.

It only lasted about five seconds, but their kiss was sweet and soft. The perfect one.

And they didn't see it, but when they kissed, their Omnitrixes, both of them, went crazy, spinning in synch, as if they had just been given a treat they had wanted for a long time.

But the sweet moment didn't last long.

Suddenly, there was a crash, and the wall next to Ben and Mel broke open. Three creatures entered through the empty hole that now stood there.

One was tall and black, with fiery red eyes and long, pointed fingers. He sneered at them all, and this revealed sharp white teeth. The second creature was a huge black dog with long protruding tusks and huge claws. It snarled.

The third creature was slim and slender, in the exact form of a teenage girl, a _blonde-haired, jerky, snotty_ teenage girl, to be exact.

"Haylee?" Ben and Mel said together.

"That's right," the form of Haylee said with a snarl. "After you turned me down, Ben, I realized what I truly think of you. I don't like you, I HATE YOU!"

She ran forward, grabbed Ben, and ran back to Nitsnort and Wrathmar, the two other creatures that were standing in the hole.

As she did this, her human skin ripped off, revealing a slender black body with (surprise, surprise) glowing red eyes. Her fingers were long and pointed, as well, and the only difference between her and Nitsnort was that she had long, ankle-length jet black hair, which flew back as she ran, and that she had actual legs instead of tentacles, like Nitsnort.

'Haylee' laughed maniacally as she dragged a fighting Ben over to Wrathmar (the large dog), hopped on, and turned to run away.

"NO!" Mel shouted.

_I-Fox._

Mel thought, and instantly, she turned into a slightly large, light blue fox with red paws and a red tuft at the end of her tail. Her eyes were icy blue.

She snarled and ran after Wrathmar.

"You won't take Ben!" She snarled in a sly- sounding voice.

"Oh, I think we will," Nitsnort said.

Instantly, he grew to be about ten feet tall. He swung a fist, and knocked I-Fox across the {now empty (when they had seen Nitsnort and Wrathmar, everyone had fled}) room. Mel smashed into a large ice sculpture in the form of a swan and crashed, along with a bunch of shards of ice, to the ground.

"Leave Mel alone!" came a voice from the corner.

Gwen leaped out from behind a door, purple energy lit around her hands.

She fired balls of purple energy at Nitsnort. They knocked him backward, but he stood up and swung a fist at Gwen. Gwen was smacked into the wall. She passed out, leaving Mel to face Nitsnort on her own.

Well, maybe not _entirely_ on her own.

"You know, I might not know who exactly you are, but if you hurt Gwen, you DIE!" a voice shouted.

A muscular boy leaped from the steps.

Kevin Levin!

Mel raised her head. She didn't know Kevin that well, so she wondered blearily who he was and why he seemed to be helping her.

She stood up and shook off. Her vision cleared, and she saw Kevin suck up some kind of energy from an electric speaker. He turned into a metallic form.

Mel cocker her head, but she saw her opportunity. She ran, and, without any warning, she leaped off of Kevin's Shoulder.

"What the heck?"

But Mel didn't stop to explain. She flew through the air, right at Nitsnort. She landed on his arm, where she climbed to his shoulder, digging in her claws. But Nitsnort was ready for her. He smacked his shoulder into some plaster, knocking Mel to the floor.

When he saw that, Kevin ran forward and smacked Nitsnort. Nitsnort fell, but he stood again and turned to hit Kevin.

Meanwhile, Mel stood and shook off again.

Finally, she had an idea. She focused, and she became entirely still. Her limbs spread out from under her, and her fur stood on end. Her tail stuck out straight. Her eyes flamed.

She howled (like a fox...) and instantly, she disappeared. But she wasn't transported or anything. She was _invisible!_

In a cloak of invisibility, she ran forward, right up to Nitsnort, who was being pushed outside by Kevin's repeated attacks. She opened her mouth widely, and bit down into his leg, hard.

**Author's Note: Two things: Remember, Nitsnort is still ten feet tall. And second: I thought I should mention that the I in I-Fox stands for invisibility. So it's Invisibility Fox. Just so you know.**

Nitsnort howled and tried to smack whatever had bitten him, but by then, Mel had already jumped away and was readying herself for another attack. She crouched, and jumped. She climbed up Nitsnort's body and to his neck.

She bit into his neck, right where that one nerve is where, if someone pinches it, you pass out. She didn't really expect it to work, but it must've, because Nitsnort crumpled and fell to the ground.

Mel leaped off of him and gained her color back.

"And that's how you do it right," she said triumphantly.

"Wow, impressive," Kevin said, looking at Nitsnort, who was obviously out cold.

"Thanks," Mel said quickly. "Let's go find Ben."

"You go," Kevin said, walking toward where Gwen was. "I'll stay here. You've got it."

Mel snorted, but she turned her dark black nose toward where she had seen Ben, Wrathmar, and 'Haylee' disappear.

VHVHVHVHVH

Meanwhile, Ben was listening to 'Haylee' scoffing about her perfect plan.

"It was absolutely gorgeous," she said, thrusting a huge, bloody steak to Wrathmar. "All that was needed was to get you as alone as possible, and then we could just grab you. It was so easy."

"Why me?" Ben asked. "Why not Mel too?"

"Because the only Omnitrix that will work for our experiments in yours, the real Omnitrix," 'Haylee' said, running a sharp, cold finger around Ben's cheek, as if to taunt him.

Ben was bound by his wrist and ankles to the wall, in metal chains. He was unable to do anything but speak.

"So, what are you going to do to Mel?" Ben asked.

He couldn't help thinking that he wished that these criminals hadn't interrupted their sweet moment.

'Haylee' laughed evilly.

"As we speak, my friend Nitsnort is ripping her to shreds. She should be dead soon."

She turned from watching Wrathmar ripping apart his steak to lay her cold grey eyes on Ben.

"I suppose I could tell you who I am," she said.

Ben watched, open-mouthed, as the being inside the black suit threw the suit off and stepped out of it.

It was Iisiis!

Iisiis was an evil superhuman who had once tried to kidnap Ben by replacing Mel with a clone. Apparently she had made friends with Mel's biggest enemy, Nitsnort.

Ben couldn't believe his eyes.

"I thought you were destroyed when Spitfire blasted you with flame!" He shouted.

"Ha," Iisiis scoffed. "You really believe that a puny blast of fire would destroy me? 'Me,' the great and powerful Iisiis, the one who has destroyed planets just for leisure? No, boy, I merely made you think I was defeated, so that you would get just comfortable enough with my escape."

"I can't believe it," Ben said. "I can't believe you're back. LET ME GO!"

He shouted angrily, hoping to startle her, but she was unfazed.

"Pathetic attempt, human," she snarled.

"Pathetic is the last word I'd use to describe Ben, Iisiis," a voice that sounded sly and sneaky said.

From a corner of the room Ben was in, a small light blue fox materialized, as if from midair.

It was I-Fox!

She fixed her angry blue eyes on Iisiis.

"So we meet again," she snarled.

She tossed a quick glance at Ben.

_Hold on, I'll help you as soon as possible_, the look said.

Ben felt a lot better when he saw this look.

"Ah, Mel," Iisiis said, as if she were greeting a long-time friend after not seeing them for awhile. "So _good_ of you to come, just as I was about to destroy your little friend. Though your presence here tells me that Nitsnort was unable to rip you to shreds, as I asked of him. I shall have to punish him for this."

"Not before I punish you," Mel said, and she leaped into the air.

But Iisiis threw her away, as easily as swiping at a fly. Mel was thrown into the wall below Ben. She landed on the floor, but she got up as if she were unhurt.

She looked up at Iisiis again, with the cold eyes she had had before.

"I won't let you touch a hair on Ben's head," she said.

Then she focus again. And again, her limbs stretched from under her, her fur stood on end and at attention, and her tail stuck straight out.

She disappeared, as if someone had just dumped some kind of invisible ink on her.

She growled low, but not loud enough for Iisiis to hear.

"Ha," Iisiis laughed again. "Do you really think that will help?"

She reached down and pushed a button on her suit.

Instantly, a helmet popped up and an eye shield appeared before her eyes.

The eye shield turned a transparent orange, and Ben could see that all sorts of technical things were happening on the shield surface.

What was going on?

But then it was all explained.

Iisiis reached out suddenly, and as if she had grabbed something, she caught it and threw it across the room.

Ben saw the wall give in, and he realized that Iisiis could see Mel! The eye shield must have been some kind of invisibility neutralizer.

"Mel! No!" he cried.

But Mel must've gotten back up, because Iisiis backed up. She appeared to be trying to fight something away from her helmet.

Ben found it very frustrating that there was a battle going on that he couldn't see.

But he cheered Mel on as she managed to make Iisiis back up into a corner.

Then she must have done something else, because Iisiis' helmet flew off of her head, skidded across the floor, and smashed into three pieces.

"Way to go, Mel!" Ben called to her.

But there wasn't much time to celebrate. Even though she couldn't see Mel, Iisiis stood up and snarled anyway.

Ben watched in horror as a door in the wall opened. Wrathmar, snorting and snarling, stepped forward from it.

He immediately ran toward a spot of wall. He must've smelled Mel out, because he smacked into the wall instead of hitting Mel. If he had been able to see her, Ben was pretty sure that he wouldn't have done that.

Ben watched as Wrathmar ran around the room, chasing an enemy he could't see. But Mel had to've done something productive, because Wrathmar suddenly stopped moving. He was thrashing his head, as if something was holding on to it and biting or scratching.

And suddenly he fell.

Iisiis stood and whistled. But Wrathmar didn't get up to respond. He stayed down.

"Yes!" Ben yelled.

Suddenly, Mel reappeared.

"Ready to give up, Iisiis? I'm a lot stronger than I was last time we met," Mel said.

"Not until you are destroyed, Twelvin," Iisiis snarled.

She pulled out a huge ray gun from under her cape.

Mel gasped in horror.

This gave Iisiis time to warm up the gun, aim at Mel, and fire.

With a flash of light and a cry of pain, the light hit Mel.

"Mel! No!" Ben cried.

The light disappeared, leaving Iisiis standing with a triumphant smile.

"She is gone, human," she said with a smirk.

"No...she can't be..." Ben said, gazing at the spot where Mel lay.

The blast had formed a huge crater in the solid rock floor.

Lying in the crater, head lolling, was Mel.

This briefly reminded Ben of a time, five years ago, when he had seen Mel in this same condition and had thought her dead, but she had gotten back up.

"Please, Mel," Ben called desperately to her. "Pleas get up. I...I need you."

"She will not awaken," Iisiis said cruelly.

Now, neither of them saw this, but when Ben said he needed Mel, Mel's ear flicked toward him. Just a little.

**Author's Note: Mel's not dead.**

"No," Ben refused to believe that Mel was gone.

"You're only hope in the world, and she's gone."

"Not...Not gone," came a voice from the crater.

"What was that?" Iisiis asked.

But Ben was watching the crater.

To his amazement, Mel was getting slowly up. Her fur was singed, her tail burned. Her red paws were stained brown, but her eyes were still bright, flaming balls of blue.

With a flash of green, Mel turned back to her human form. Unfortunately, so did her injuries. But Mel had never let injuries stop her before, and she wouldn't now.

"If you thought that shooting me with a laser, kidnapping my very best friend (at this point, Ben smiled), and attacking me with my worst enemy would stop me, then you thought wrong," Mel snarled. "It's never stopped me from helping my friends and family before, and it won't now."

With a snarl, Iisiis ran forward. But Mel leaped out of the way. She landed a punch on Iisiis' back.

**Author's Note: Remember, Mel is doing all of this **_**in a dress.**_

Mel (in her human form) and Iisiis fought hand to hand until finally, Iisiis fell.

And didn't get up.

Triumphantly, and breathing heavily, Mel reached down into a pocket on Iisiis' cape and pulled out a ring of keys.

She walked over to Ben and one by one, unlocked the locks that were on the chains.

Ben finally fell to the floor. He stood up, massaging his wrists where the chains had dug into his flesh.

"Thanks," he said.

"No problem," Mel said with a smile. "Especially for you."

At this, Ben had to hug her.

But this wasn't like the cute ten-year-old hugs that they had had when they were ten. This was a fifteen-year-old to fifteen-year-old best-friend-but-love-filled type of hug.

And they kissed, for the second time that night.

**Author's Note: This is the part where you go "Aaaaaaaaaawwwwwwweeeeeeee."**

Ben called the cops, and they showed up and arrested Iisiis and Nitsnort, while they put Wrathmar in a cage.

"Come on, let's go back," Ben said, offering Mel his hand.

She took it, and they left the box-like room.

VHVHVHVHVHVH

When Ben and Mel returned to the school, hand-in-hand, Gwen and Kevin walked up to them.

"Hey, guys," Gwen said. "It looks like you guys are more than just buddy-buddy now."

"Yeah, I guess we are," Ben said, grinning at Mel.

Mel smiled and nodded.

"Much more," she said.

So I guess everything returned to normal after that. I mean, as normal as two kids with Omnitrixes, a kid with magic powers, and a kid with the ability to absorb energy could be.

Ben and Mel were very happy with each other.

ISN'T THAT SOOOO ADORABLE?

The End!

(So, this was written word for word from the copy of the story I have. I actually don't own any bit of this story. I am never going to post a Ben10 ff again, if you don't like it I'm sorry but I'm not offended, it's not my story. I really don't care if you read this or not, I also don't care if you review or not. Flames are welcome, so is love!) 


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